TMI Blog2021 (1) TMI 989X X X X Extracts X X X X X X X X Extracts X X X X ..... ate Affairs, Mumbai. No objector has come before the Tribunal to oppose the Scheme and nor any party has controverted any averments made in the Petition. 3. The sanction of this Tribunal is sought under Sections 230 to 232 of the Companies Act, 2013, to Scheme of Arrangement of Giftease Technologies Private Limited (Demerged Company) and Cybage Software Private Limited (Resulting Company) and their respective shareholders. 4. The Petitioner Companies have approved the Scheme by passing a Board Resolution at their respective Board meetings held on 20th March, which is annexed at Annexure G to the Joint Company Scheme Petition and that thereafter they have approached the Tribunal for sanction of the Scheme. 5. The Demerged Company is engaged in the business of selling gift articles to individuals and corporate clients through various channels including its online website, store and direct sales. It is also engaged in the business of providing food and confectionaries. The Resulting Company is engaged in the business of software development services. 6. Learned Counsel appearing on behalf of the Petitioner Companies states that the Petition is filed in consonance with ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... r to their respective heirs, executors, administrators or other legal representatives or the successors-in-title as the case may be, in the following ratio (the Share Entitlement Ratio ); 11 (Eleven) equity shares of Cybage of INR 10/- fully paid up for every 16 (Sixteen) equity shares of Giftease of INR 10/- each fully paid up 9. The scheme entails the details of remaining business etc at clause 17, the same is extracted below: 17.1 The Remaining Business of the Demerged Company and all assets, liabilities, incentives, rights and obligations pertaining thereto shall continue to be vested in and managed by the Demerged Company in the manner as provided below. 17.2 All legal and other proceedings including any insurance claims by or against the Demerged Company under any statute, whether pending on the Appointed Date or which may be instituted in future, whether or not in respect of any matter arising before the Effective date and relating to the Remaining Business of the Demerged Company (including those relating to any property, right, power, liability, obligation or duty, of the Demerged Company in respect of the Remaining Business of the Demerged Company) s ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Tribunal. d) Hon ble NCLT may kindly direct the petitioners to file an affidavit to the extent that the Scheme enclosed to Company Application Company Petition are one and same and there is no discrepancy / any change/ changes are made, for changes if any, liberty be given to Central Government to file further report if any required; e) The Petitioners under provisions of section 230(5) of the Companies Act, 2013 have to serve notices to concerned authorities which are likely to be affected by Amalgamation. Further, the approval of the scheme by this Hon ble Tribunal may not deter such authorities to deal with any of the issues arising after giving effect to the scheme. The decision of such Authorities is binding on the Petitioner Company(s). f ) As regards Part-II-Clause 16(16.1 16.2) of the Scheme (Amendment to Memorandum of Associations of the Resulting Company) Upon the Scheme becoming effective, the Object Clause of Memorandum of Association of Resulting Company will be altered. In this regard it is submitted that Hon ble Tribunal may kindly direct the petitioner to comply with provisions of section 13 of the Companies Act, 2013 and to file necessary ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 230(1) read with sub section (3) to (5) of Section 230 of the Act. Further, the Petitioner Companies through its Counsel states that there are no secured creditors in the Petitioner Companies and therefore the question of sending notices to secured creditors does not arise. Further, the Scheme is an arrangement between the Petitioner Companies and their respective shareholders and there is no diminution of any liability towards any unsecured creditor of the Petitioner Companies. Accordingly, the Tribunalhad granted dispensation from conducting meeting of creditors of Petitioner Companies and had directed to send notices to the unsecured creditors of the Petitioner Companies. d) As far as observations made in paragraph IV (d) of the Report of Regional Director is concerned, the Petitioner Companies through its Counsel confirm and undertake that the Scheme enclosed to the Company Application and Company Petition is one and the same and there is no discrepancy or deviationin the said Scheme. e) As far as observations made in paragraph IV (e) of the Report of Regional Director is concerned, the Petitioner Companies through its Counsel states that as per the order of this Tribu ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... cepted. 14. Having thus repelled the last vestiges of challenge, we notice from the material on record that the Scheme appears to be fair and reasonable and does not violate any provisions of law and is not contrary to public policy or public interest. In the absence of anything inherently abhorrent in the Scheme, we see no reason why the Scheme should not have the imprimatur of this Tribunal. 15. Since all the requisite statutory compliances have been fulfilled, C.P.(CAA)/997/MB.IV/2020ismade absolute interms of of the Petition mentioned therein. 16. The Scheme is herebysanctioned, and the Appointed Date is fixed is the Opening Hours of Business on 1stApril 2019 as defined in Clause 2.2 of the Scheme. 17. The Scheme is hereby sanctioned, and the Appointed Date is fixed is the Opening Hours of Business on 1stApril 2019 as defined in Clause 1.2 of the Scheme. The Transferor Company be dissolved without winding up. 18. The Petitioner Companies are directed to file a certified copy of this order along with a copy of the Scheme with the concerned Registrar of Companies, electronically in e-Form INC-28 within 30 days from the date of receipt of order duly certified ..... X X X X Extracts X X X X X X X X Extracts X X X X
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